TEONE-ME: TargetEveryOne AB (publ) - Stabilization notice
2018-07-09 08:29:31
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UNLAWFUL.
TargetEveryOne AB (publ) - End of stabilization and exercise of over-allotment
option
July 9, 2018: Reference is made to the press release issued on June 8, 2018
regarding potential stabilization activities on Merkur Market in respect of the
shares in TargetEveryOne AB (publ) (the "Company" or "TargetEveryOne", ticker:
TEONE-ME) in the period from June 8, 2018 to and including July 6, 2018.
Sparebank 1 Markets AS hereby gives notice that stabilization was undertaken in
relation to the shares in TargetEveryOne with a total of 2,314,192 shares
purchased at an average price of NOK 2.0728 per share as part of the
stabilization. Stabilization activities last occurred on 06/07/2018. For each of
the dates during which stabilization transactions were carried out, the price
range was as follows:
Trade date Price (low) Price (high)
08/06/2018 2.18 2.25
11/06/2018 2.00 2.18
12/06/2018 1.75 2.00
13/06/2018 1.90 1.90
20/06/2018 1.75 1.85
28/06/2018 1.95 1.95
29/06/2018 1.95 2.04
04/07/2018 2.00 2.00
05/07/2018 2.05 2.15
06/07/2018 2.00 2.15
Sparebank 1 Markets AS will redeliver the shares purchased to XIB Group AS in
accordance with the terms of an agreement entered into between the parties, and
has exercised an option to subscribe for a total number of 1,034,303 shares in
TargetEveryOne at a subscription price of NOK 2.25 which were over-allotted in
the offering and for which the redelivery obligation has not been satisfied by
delivery of the shares purchased during the stabilization period. Profits from
stabilization acticities will be for the account of the Company.
Following the issuance of the new shares, the share capital of TargetEveryOne
will be SEK 108,376,814 divided onto 54,188,407 shares, each with a nominal
value of SEK 2.00. The share capital increase is expected to be registered with
the Swedish Companies Registry (Sw. Bolagsverket) on or around July 31, 2018.
Advisers
SpareBank 1 Markets AS is acting as Sole Bookrunner in the Offering. Sparebank 1
Markets AS is further appointed to act as certified Merkur Market advisor, in
accordance with the rules for listing on Merkur Market, in respect of the
Listing. Advokatfirmaet Grette AS is acting as legal adviser, as to Norwegian
law, to the Company in connection with the offering.
The Company's Certified Adviser on NASDAQ First North is:
Mangold Fondkommission AB (556585-1267)
Box 55 691
102 15 Stockholm
Phone: +46 8 503 015 50
www.mangold.se
For further queries, please contact:
Bjorn Forslund, CEO
+47 484 83 838
bjorn@targeteveryone.com
Important Notice
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness.
The Sole Bookrunner, any of its affiliates or any of their respective directors,
officers, employees, advisors or agents, does not accept any responsibility or
liability whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the announcement)
or any other information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, or for any loss howsoever arising from
any use of this announcement or its contents or otherwise arising in connection
therewith.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not contain or constitute an offer to sell or a
solicitation of any offer to buy or subscribe for any securities referred to in
this announcement to any person in any jurisdiction, including the United
States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction
to whom or in which such offer or solicitation is unlawful. The securities
referred to in this announcement have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may
not be offered or sold in the United States absent registration or an exemption
from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any securities referred to herein
in the United States or to conduct a public offering of securities in the United
States.
Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Directive 2003/71/EC (together with any
applicable implementing measures in any Member State, the "Prospectus
Directive"). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
aforementioned prospectus. Copies of any such prospectus will, following
publication, be available from the Company's registered office and, subject to
certain exceptions, on the website of the Company.
In any EEA Member State other than Norway that has implemented the Prospectus
Directive, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive ("Qualified Investors"), i.e., only to investors who can receive the
offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are Qualified Investors and that are (i) investment
professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high
net worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
The Sole Bookrunner and its affiliates are acting exclusively for the Company
and no-one else in connection with the intended offering. They will not regard
any other person as their respective clients in relation to the intended
offering and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the intended offering, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.
In connection with the contemplated offering, the Sole Bookrunner and any of its
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the contemplated offering
or otherwise. Accordingly, references in any prospectus, if published, to the
shares being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, the Sole Bookrunner and any of its affiliates acting as
investors for their own accounts. The Sole Bookrunner does not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aims", "expect",
"anticipate", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. Forward-looking statements
speak only as of the date they are made and cannot be relied upon as a guide to
future performance. The Company, the Sole Bookrunner and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this announcement whether
as a result of new information, future developments or otherwise.
The offering may be influenced by a range of circumstances, such as market
conditions, and there is no guarantee that the offering will proceed and that
the listing will occur.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice.